MORTGAGE LOAN BROKER AGREEMENT by rkg36929

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									                       MORTGAGE LOAN BROKER AGREEMENT


THIS Mortgage Loan Broker Agreement ( THE “Agreement” ) made as of ______________
(the           “Effective             Date”),           by             and            between
______________________________________________, a               _________________________
organized and existing under the laws of ______________ and with a principal place of business
at _______________________________________(“Broker”) and MetLife Bank, N.A., a
national bank organized and existing under the laws of the United States of America having a
principal place of business at 501 US Highway 22, Bridgewater, New Jersey 08807
(“MetLife”).

WHEREAS, Broker, among other activities, engages in the business of (i) soliciting mortgage
loan application packages (each, an “Application Package” as herein later defined) from the
general public for submission to mortgage banking entities for funding consideration, (ii)
originating and negotiating the terms and conditions of mortgage loans (each, a “Loan” as herein
later defined) on behalf of Loan applicants (the “Borrower” as herein later defined ), and (iii)
processing and/or closing certain Loans; and

WHEREAS, MetLife, among other activities, accepts Application Packages submitted by
independent mortgage brokerage companies for funding consideration; and

WHEREAS, MetLife and Broker desire to establish a nonexclusive relationship whereby Broker
will, from time to time and at its option, submit completed Application Packages to MetLife for
funding consideration; and

NOW, THEREFORE, in consideration of the mutual covenants made herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:

                                         ARTICLE I
                                        DEFINITIONS

       Section 1.1 Definitions. As used in this Agreement, the following terms shall have
the meanings specified below:

        “Advance” means funds advanced by MetLife to, or on behalf of, a Mortgagor under a
Loan.

        “Affiliate” with respect to any Person shall mean any other Person directly or indirectly
controlling, controlled by or under common control with such Person.

       “Agreement” means this Mortgage Loan Broker Agreement and all exhibits, schedules
and addenda to this Agreement, as the same may from time to time be amended or supplemented
by MetLife in accordance with this Agreement.

       “Applicable Requirements” shall mean and include with respect to the Loans: (a) all
contractual obligations of Broker, including, but not limited to, those contractual obligations
contained in this Agreement, in any agreement with any Insurer or Investor of which Broker was

                                               1                                      3/9/2010
aware or in the Loan Documents for which Broker was or is responsible; (b) all applicable
federal, state and local legal and regulatory requirements (including statutes, rules, regulations
and ordinances) binding upon Broker; including a complete and full disclosure to the loan
applicant and MetLife of all fees and other payments including, without limitation, back-end points,
yield spread premiums, etc, received by Broker in connection with the Loan ( Broker shall provide
such disclosures to Borrower and Metlife as required by applicable law); (c) all other applicable
requirements and guidelines of each governmental agency, board, commission, instrumentality
and other governmental body or office applicable to, and having jurisdiction over Broker,
including, but not limited to, those of any Insurer; (d) the MetLife Eligibility Criteria; and (e) all
other applicable final judicial and administrative judgments, orders, stipulations, awards, writs
and injunctions applicable to Broker; in addition, Applicable Requirements shall include all
pertinent requirements as MetLife may identify in any written format or product descriptions that
MetLife makes available to or known to Broker from time to time either by delivery to broker or
posted on a website or webpage accessible by Broker.

       “Application” shall mean a written application by a person or persons for a Loan, signed
by such person or persons. Such application shall be in a format acceptable to MetLife, its
Investors and/or Insurers

       “Application Package” means the file containing all documents, reports, forms,
appraisals, verifications, Applications, disclosures, statements, and other documents prepared,
assembled or possessed by Broker in connection with each Loan, including, but not limited to,
the Loan Documents, and all other documentation required for loan underwriting by MetLife and
any other information possessed by Broker that would enable MetLife to make an informed
judgment concerning any Loan.

       “Assignment” means, with respect to a Loan, an individual unrecorded assignment of the
Mortgage Instrument, notice of transfer or equivalent instrument in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is located to give
record notice of the sale of the Mortgage to MetLife, all in accordance with Applicable
Requirements.

       “Borrower” means any applicant for a Loan or any obligor under a Mortgage Note.

       “Broker Compensation” means the compensation paid to the Broker either by the
Borrower as determined in a separate agreement between Borrower and Broker or paid to the
Broker by Metlife and as communicated to the Broker from time to time by MetLife.

       “Business Day” means any day other than a Saturday, Sunday, or other day on which
banking institutions in the State of New York, New Jersey or Texas are required or authorized by
Applicable Requirements or by executive order to be closed.

        “Closing Date” means, with respect to each Loan, the date: (a) that the Borrower(s) and
Mortgagors execute the Loan Documents; and (b) on which the Broker assigns all right, title, and
interest in and to the Loan and the related Servicing Rights to MetLife in accordance with the
terms set forth in this Agreement.

       “Confidential Information” means : (a) information, whether reduced to writing or not,
disclosed by MetLife relating to MetLife’s product development strategy and activity, corporate
assessments and strategic plans, Customer lists, financial and statistical information (past, current
and future), accounting information, hardware, firmware, software (including, but not limited to,
                                                  2                                        3/9/2010
object code and source code), systems, processes, formulae, inventions, product specifications,
data, know-how, graphs, samples, research and development (past, current and future),
distribution methods (past, current and future), Customer requirements (current and future), price
lists, market studies, business plans, marketing plans, marketing methods, discoveries, policies,
guidelines, procedures, practices, disputes or litigation; (b) other confidential, proprietary or
trade secret information of MetLife that is identified in writing (including, but not limited to,
electronically) as such at the time of its disclosure; all other confidential, proprietary or trade
secret information of MetLife, which a reasonable person employed in the mortgage industry
would recognize as such or is recognized as such under Applicable Requirements; (c) Customer
Information; (d) compilations, notes or summaries that contain or reflect Confidential
Information; and (e) this Agreement. For purposes herein, any Proprietary Products and
Proprietary Software are the Confidential Information of MetLife.

        “Customer” means any customer of a Party, including, but not limited to, any person
who: (a) applies to a Party or an Affiliate thereof, either directly or indirectly, for a financial
product or service, including a loan applicant; (b) has obtained any financial product or service
from a Party or an Affiliate thereof; and/or (c) has a Loan serviced or sub-serviced by a Party or
an Affiliate thereof.

       “Customer Information” means any personally identifiable information or records in
any form (written, electronic, or otherwise) relating to a Customer, including, but not limited to:
(a) a Customer’s name, address, telephone number, loan number, loan payment history,
delinquency status, insurance carrier or payment information, tax amount or payment
information; (b) the fact that a Customer has a relationship with a Party; and (c) any other
personally identifiable information; provided, however, that “Customer Information” shall not
mean any such information that a Party has obtained independently and not in connection with
this Agreement.

       “Damages” means any direct or indirect demand, claim, payment, obligation, action or
cause of action, assessment, loss, liability, cost, damage, deficiency or expense, including, but
not limited to, penalties, interest on any amount payable to a third Person as a result of the
foregoing, and any legal or other expense reasonably incurred in connection with investigating,
defending, or responding to same, including, but not limited to, reasonable attorneys’ fees,
accountants’ fees, expert witness fees and related fees and court costs.

       “FHA” means the Federal Housing Administration, or any successor thereto.

       “FNMA” means the Federal National Mortgage Association, or any successor thereto.

        “Freddie Mac” means the Federal Home Loan Mortgage Corporation, or any successor
thereto.

        “Home Valuation Code of Conduct” means an appraisal independence requirement
instituted by the Government Sponsored Enterprises as that requirement may be amended from
time to time.

       “Insurer” means any federal or state governmental agency or any federal or state quasi-
governmental agency or governmental sponsored agency or entity or any private mortgage
insurer that insures or guarantees any of the Loans and providers of hazard, title or other
insurance with respect to any of the Loans or Mortgaged Property.


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       “Interagency Guidelines” shall mean the Interagency Guidelines Establishing Standards
For Safeguarding Customer Information published on April 1, 2001, by the federal banking
regulators as the same may be amended from time to time.

         “Investor” means any investor to which MetLife sells or with which MetLife securitizes
Loans.

        “Loan” means a residential mortgage loan that is or will be secured by a Mortgage
Instrument upon a one-to-four family dwelling (including condominiums, units in a planned unit
development and manufactured homes) under mortgage programs offered by or otherwise
approved by MetLife, including any Proprietary Products, the Application Package for which is
submitted to MetLife for underwriting.

      “Loan Documents” means, with respect to each Loan, the Mortgage Instruments,
Mortgage Note, Application Packages and Assignments and final title policies.

       “MERS” means Mortgage Electronic Registration Systems, Inc., a Delaware corporation,
and any successor thereto.

        “MetLife Eligibility Criteria” means the eligibility criteria, policies, procedures,
product guidelines and requirements for the origination, processing, closing, funding, acceptance
of the Assignment, and making of Loans as may be communicated by MetLife from time to time
to the Broker or as may be otherwise posted on a MetLife website accessible by the Broker. The
MetLife Eligibility Criteria may be amended at any time by MetLife in its sole and absolute
discretion and such MetLife Eligibility Criteria shall be effective as to any Application Package
received from the Broker after notice is provided to the Broker or otherwise posted on a MetLife
website accessible by the Broker.

      “Mortgage Instrument” means any deed of trust, security deed, mortgage, security
agreement, financing statement or any other instrument that constitutes a lien on the improved
Mortgaged Property securing payment by a Mortgagor of a Mortgage Note.

       “Mortgage Note” means the mortgage note, deed of trust note, security deed note or
other form of promissory note executed by an obligor and secured by a Mortgage Instrument
evidencing the indebtedness of the obligor under a Loan.

        “Mortgaged Property” means any one- to four-family residence (at the time of
origination) that is encumbered by a Mortgage Instrument.

         “Mortgagor” means any person who executes a Mortgage Instrument.

        “Parties” means Broker and MetLife and “Party” means either Broker or MetLife, as
the case may be.

       “Person” means an individual, corporation, limited liability company, partnership,
commercial banking institution, savings bank, other depository institution, joint venture, trust or
unincorporated organization or a federal, state, city, municipal or foreign government or an
agency or political subdivision thereof.

        “Privacy Requirements” means the obligations imposed by: (a) Title V of the Gramm-
Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq.; (b) the applicable federal regulations implementing
such act and codified at 12 CFR Parts 40, 216, 332, and/or 573; (c) the Interagency Guidelines;
                                                4                                       3/9/2010
and (d) other applicable federal, state and local laws, rules, regulations, and orders relating to the
privacy and security of Customer Information, including, but not limited to, the federal Fair
Credit Reporting Act, 15 U.S.C. §§ 1681 et seq., and similar state laws.

        “Proprietary Product” means those proprietary Loan products of MetLife or an
Affiliate thereof announced from time to time for which Broker may originate under an
Addendum to this Agreement.

        “Proprietary Software” means the proprietary computer programs of MetLife or an
Affiliate thereof (including any third Person products licensed by MetLife and embedded in
MetLife‘s computer programs) licensed to Broker by MetLife in connection with the origination
of Loans under this Agreement.

       “Registration Date” means, with respect to each Loan, the date that Broker registers the
Application Package with MetLife.

       “Repair Set Aside Accounts” means funds held by Broker with respect to a Loan
necessary for disbursement after closing in order to pay for required repairs to the Mortgaged
Property pursuant to Applicable Requirements.

        “Servicing Rights” means the obligations to administer the Loans, make Subsequent
Advances to a Mortgagor, pay taxes and insurance or ensure they are paid, provide foreclosure
services, provide full escrow administration and any other obligations required by any owner of
the Loans, collect the payments for the reduction of principal and application of interest, remit
collected payments together with the right to receive the servicing fee income and any ancillary
income arising from or connected to the Loans. Servicing Rights shall include administering
Repair Set Aside Accounts and any tax and insurance set-asides or escrow or impound accounts
with respect to the Loans for, among other things, the deposit and retention of interest and
principal, taxes, assessments or ground rents, hazard and mortgage insurance and other related
escrow or custodial items.

      “Subsequent Advances” means Advances made after loan closing to, or on behalf of, a
Borrower and/or Mortgagor under a Loan.

       “Table Funding” means a Loan (i) closed in the name of Broker and in which the
Mortgage Note is initially payable to the Broker, (ii) funded by MetLife if the Loan is closed in
accordance with closing instructions issued by MetLife, and (iii) the Mortgage Note is
simultaneously endorsed and assigned to MetLife.




                                                  5                                        3/9/2010
        Section 1.2 Interpretive Principles. For purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires: (a) all Section, Article,
Appendix, Exhibit and Schedule references used herein refer to Sections, Articles, Schedules and
Exhibits of this Agreement; (b) the Appendix, Schedules and Exhibits are part of this
Agreement; (c) all Section, Article, Exhibit and Schedule headings used herein are for reference
purposes only and shall not be deemed to have any substantive effect; (d) any singular term in
this Agreement shall be deemed to include the plural, and any plural term the singular; (e)
whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall
be deemed followed by the words “but not limited to;” (f) all pronouns and variations of
pronouns shall be deemed to refer to the feminine, masculine or neuter, singular or plural, as the
identity of the Person referred to may require; (g) whenever the words “herein” or “hereunder”
are used in this Agreement, they shall be deemed to refer to this Agreement as a whole and not to
any specific Section; (h) whenever a dollar figure ($) is used in this Agreement, it will mean
United States dollars unless otherwise specified.; and (i) accounting terms not otherwise defined
herein shall have the meanings assigned to them in accordance with generally accepted
accounting principles. THIS AGREEMENT SHALL BE CONSTRUED AS THOUGH
DRAFTED BY BOTH METLIFE AND BROKER AND SHALL NOT BE CONSTRUED
AS THOUGH EITHER METLIFE OR BROKER IS THE PRINCIPAL DRAFTER OF
THE AGREEMENT.

                                        ARTICLE II
                                    BROKERING OF LOANS

       Section 2.1     Registration of Loan

        (a)     Application Package. From time to time during the term of this Agreement,
Broker may register an Application Package with MetLife in such manner as Metlife may from
time to time determine. Each such registration shall constitute a certification by Broker that the
Loan and Application Package and all other documents and information submitted to MetLife
complies with all Applicable Requirements and the terms, conditions, representations, warranties
and covenants contained in this Agreement including, without limitation, the MetLife Eligibility
Criteria. Broker acknowledges that it has a contractual responsibility to MetLife: (i) to use its
best efforts to assure that the Loan and the Application Package is eligible for registration with
MetLife; and (ii) to disclose all relevant facts and circumstances relating to the Mortgagor, the
Mortgaged Property, and the eligibility of the Loan for registration with MetLife in accordance
herewith. Nothing in this Agreement shall be construed as obligating MetLife to accept the
registration of any Loan or accept or process any Application Package, underwrite, close, fund,
purchase or accept the Assignment of any Loan.

         (b)     Applications Broker shall, as applicable, obtain from all loan applicants completed
loan, credit and similar applications, together with supporting verifications, approvals and related
documentation, as directed by MetLife and in compliance with any instructions of MetLife, and
shall deliver the same to MetLife. Broker agrees, as applicable , to put all loan applications, requests
for deposit verifications, requests for employment verifications, and all other information and
documentation to be utilized in connection with the solicitation, procurement, processing,
packaging, and origination by or on behalf of MetLife on forms provided by or in a format approved
by MetLife. Broker shall diligently process and package all loan applications for and on behalf of
the loan applicants and cause the same to be forwarded to MetLife for approval or rejection. Broker
shall, at Broker's expense, perform or cause to be performed such other functions as MetLife may
require to facilitate the closing of the loan transaction.

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Broker agrees not to submit any Application Package for and on behalf of a loan applicant to
MetLife for which any circumstances, conditions or events exist that, if known to MetLife, would
cause MetLife to deny approval of such Application Package. In connection therewith, Broker
shall promptly disclose to MetLife any material information that reasonably could be expected to be
a consideration in MetLife's decision to close a Loan including, without limitation, discrepancies
between information provided by the loan applicant and that obtained from other sources, factors
bearing on the physical condition of the security property and any irregularities involving the
purchase transaction covering the security property or the relationship or involvement of any
brokers or escrow depositories in connection therewith.

When requested by MetLife, Broker shall determine whether any and all requirements imposed
as a condition of funding a Loan have been fully performed or completed, and if it finds them
fully performed or completed, Broker shall certify that such matters have been fully performed
or completed in accordance with the terms and conditions imposed. By such certification of
compliance, Broker shall assume all responsibility to remedy any deviation, deficiency, or effect.


               (c)     Underwriting by MetLife.           MetLife shall determine whether the
Application Package is complete or otherwise in a form acceptable to MetLife to underwrite the
Loan. If MetLife determines the Application Package is missing any information or
documentation necessary, in MetLife’s reasonable discretion, to underwrite the Loan, MetLife
shall notify Broker of any missing information or documentation. MetLife may return the
Application Package to Broker if Broker does not deliver to MetLife any such missing
information or documentation. MetLife shall notify Broker of its decision whether to approve
the Application Package based on applicable underwriting and origination guidelines as
interpreted by MetLife, including, but not limited to, whether the Application Package satisfies
Applicable Requirements and the terms and conditions of this Agreement, including, but not limited
to, the MetLife Eligibility Criteria; provided, however, that such acceptance by MetLife shall not
constitute a waiver of any of such terms and conditions. If MetLife accepts the registration of a
Loan and approves the Application Package for funding, MetLife shall forward the appropriate
loan closing instructions to a settlement agent upon receipt of Broker’s request for loan closing
instructions.

                (d)    Funding of Loan and Table Funding. At the settlement of each Loan,
MetLife shall fund each Loan to the extent that an Advance is made to, or on behalf of, the
Borrower and/or Mortgagor. Each Loan subject to this Agreement shall close in MetLife’s
name except as hereinafter allowed. All Loans approved to be closed by MetLife will be on
forms acceptable to MetLife and closed, if applicable, in accordance with the terms and
conditions set forth herein by settlement agents that (i) maintain errors and omissions insurance
policies reasonably acceptable to MetLife and (ii) provide closing protection letters acceptable to
MetLife on all closings which, among other things, indemnify MetLife against losses due to the
settlement agent's negligence, misconduct, misappropriation of funds and/or failure to follow
written closing instructions. On each Closing Date, Broker shall assign all right, title, and
interest in and to the Loans and the related Servicing Rights to MetLife in accordance with the
terms set forth in this Agreement. The Loan may, with the prior approval of Metlife, be Table
Funded. If a Loan is Table Funded Broker agrees to the terms and conditions and representations
and warranties made in the Table Funding Addendum attached hereto as Exhibit A and
incorporated herein by reference.

                                                7                                       3/9/2010
               (e)     Loan Approval Each Application Package must be originated and
processed by Broker and not a third party; despite this general prohibition, however, Broker may
use third party loan processors provided that by using such third party loan processors Broker
agrees that Broker shall have sole and exclusive responsible for the work product of such third
party loan processors. Broker agrees to conduct a face-to-face interview with applicant(s), unless
otherwise permitted by FNMA, FHLMC, FHA, VA and/or GNMA, as appropriate. MetLife shall
make available to Broker product descriptions of the lending programs of MetLife being offered
by MetLife from time to time; provided, however, that such product descriptions may be
modified at any time by MetLife in its sole discretion and shall not be binding upon MetLife.
MetLife shall have the right, in its sole and absolute discretion, to determine the acceptability of
an Application Package for funding, and Broker shall not represent to any person, including
Borrower, that MetLife has approved or will approve, or that MetLife has issued or will issue a
binding commitment to fund, any Application Package until Broker is so informed by MetLife.
Except for Loans closed in accordance with the Table Funding Addendum all Loans shall close
in the name of MetLife and with funds provided by MetLife unless MetLife approves otherwise.
All information contained in an Application Package shall be subject to independent verification
by MetLife. MetLife will not approve so-called Section 32 loans or loans defined as “High Cost
Loans” under any state, county or city statute, regulation or ordinance.

Section 2.2    Compensation for Services.

                (a)    Broker Compensation. Broker shall be entitled to receive Broker
Compensation from an applicant and/or from MetLife for services rendered in connection with
the origination, processing and/or closing of a Loan under this Agreement. The Parties
acknowledge and agree that the payment of the Broker Compensation is compensation for
services rendered and goods and facilities provided by Broker in connection with the origination,
processing and/or closing of a Loan under this Agreement and shall: (i) be in amounts which
bear a reasonable relationship to the services rendered and goods and facilities provided; (ii) be
based upon a good faith estimate of the fair market value of such services, goods and facilities;
(iii) not be in amounts deemed excessive or unreasonable under any Applicable Requirements
and (iv) not be charged on an illegal or discriminatory basis. Any fees or other consideration, if
any, to be received by Broker from MetLife for performance of its obligations hereunder will be
paid by MetLife after deducting all fees and charges due MetLife and as specified in MetLife's price
and/or fee schedules which can be amended at MetLife's sole discretion. The nature and amount of
any fees paid or payable by the Borrower and charged to or received from the Borrower by
Broker have been determined by direct negotiations between Borrower and Broker. The total
fees to be received by Broker have been separately itemized, fully disclosed, explained and
agreed to by Borrower and are reasonably related to the market value of the services rendered by
Broker in connection with the Loan. There is no agreement between Broker and MetLife or any
other person or entity for the payment of any referral fee, rebate, bonus, kickback, fee split or
other payment and no payment of such referral fee, rebate, bonus, kickback, fee split or other
payment has been or will be made. All third-party fees charged or collected by Broker shall
represent only the amount of the fee received or to be received by the third party service provider
and neither Broker or any other party will retain any portion of such fee. The fees collected from
the borrower on each loan transaction shall fully comply with the fee guidelines and restrictions
as set forth in Exhibit “B”. MetLife shall have no obligation to pay Broker any sum owed to
Broker by Borrower, nor shall MetLife have any obligation to pay Broker any sum on account of
any Application Package which MetLife does not fund and close for any reason whatever. All
such Broker Compensation shall be disclosed on the Good Faith Estimate and the HUD-1
Uniform Settlement Statement.
                                                 8                                       3/9/2010
               (b)    Refunds Upon Rescission. In the event any refund is due MetLife or any
applicant as a consequence of rescission, Broker shall refund to MetLife and/or applicant, as
applicable, within five (5) Business Days of receipt of notification from MetLife, any fees
collected from MetLife and/or applicant. The failure to remit any such sums directed by MetLife
to be refunded to applicant shall constitute a material breach of this Agreement and shall be
grounds for immediate termination.

               (c)     Fees. All sums of money or other consideration received by Broker from
any party other than MetLife that in any way are related to loans generated by Broker hereunder
shall be delivered immediately to MetLife unless they are paid to Broker by the loan applicant
pursuant to a bona fide written agreement between the loan applicant and Broker and disclosed to
MetLife in writing.

              (d)     Exclusive Compensation. Except with respect to those fees agreed to be
paid by MetLife and communicated to or made available to the Broker, there shall be no
commissions, fees or other consideration payable to any Person or entity other than Broker in
connection with processing the Application Package. Broker shall not demand or receive any
compensation for its services other than as specified in this Agreement.

               (e)    Expenses. All expenses incurred by Broker (other than the costs of any
third Person service provider or other costs paid by Borrower) will be the sole responsibility of
Broker and Broker will perform such services using its own employees and office facilities.

               (f)    Change in Compensation. Broker understands and agrees that Broker
compensation paid by MetLife is subject to change by MetLife, in MetLife’s sole discretion,
upon notice as provided to or otherwise made available to Broker.


                             ARTICLE III
          GENERAL REPRESENTATIONS AND WARRANTIES OF BROKER

      Broker represents, warrants and covenants to MetLife, as of (a) the time any Application
Package is submitted to MetLife, (b) the time a Loan is funded and closed through the life of
such Loan, and (c) any other time as indicated or as the context may require, that the
Representations and Warranties made in this Agreement are true and correct:

Section 3.1 Due Incorporation and Good Standing.                 Broker is a duly organized and
validly existing entity in good standing in the jurisdiction under whose laws Broker is formed
and has all licenses necessary to carry on its business as now being conducted and as
contemplated by this Agreement. In addition, Broker is licensed, registered, qualified and in
good standing in each state in which any real property securing repayment of a Loan is located
and in each state in which Broker is engaged in the business of brokering mortgage loans if the
laws of such state require licensing, registration or qualification to engage in the business of
brokering mortgage loans, or is otherwise exempt under applicable law from such licensing,
registration or qualification, and in any event is in full compliance with the laws, rules and
regulations of each such state and of all real estate, mortgage lending or other regulatory or
supervisory agencies having jurisdiction over Broker’s activities to the extent necessary to
ensure the enforceability of the Loans. Broker covenants to maintain all licenses, registrations
and qualifications current and to keep itself in good standing with such regulatory and
supervisory agencies.      Broker further covenants to notify MetLife immediately upon the
suspension, revocation, expiration or other termination of any licenses, registrations or
                                                 9                                    3/9/2010
qualifications, or of the taking of any action by any such regulatory or supervisory agency
against Broker that could adversely affect Broker’s licenses, registrations and qualifications.
Broker holds all applicable authorizations and approvals, including, without limitation, those of
FHA, VA, FNMA, Freddie Mac and GNMA, as are reasonably necessary to Mortgage Broker's
performance of its obligations hereunder in compliance with applicable law and secondary market
requirements, and is not in violation of any of the requirements of any authorizations and approvals.
If Broker is other than an individual, then each representation and warranty in this paragraph is
hereby made on behalf of Broker as well as each employee, officer or partner of Broker.


        Section 3.2 Authority and Capacity. Broker has all requisite corporate power,
authority and capacity to enter into this Agreement and to perform its obligations hereunder. The
execution and delivery of this Agreement, and any related agreements or instruments and the
consummation of the transactions contemplated hereby and thereby, each has been duly and
validly authorized by all necessary corporate action. This Agreement and any related agreements
or instruments each constitutes a valid and legally binding agreement of Broker enforceable in
accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting generally
the enforcement of creditor's rights and the discretion of a court to grant specific performance of
contracts.

        Section 3.3 Effective Agreement. The execution, delivery and performance of this
Agreement, and any related agreements or instruments by Broker, its compliance with the terms
hereof and thereof, and consummation of the transactions contemplated hereby and thereby, will
not violate, conflict with, result in a breach of, constitute a default under, be prohibited by, or
require any additional approval under its organizational documents or any instrument or
agreement to which it is a party or by which it is bound or which affects the purchase, pooling or
servicing of Loans, or any Applicable Requirement relating thereto or to the origination, making,
pooling or servicing of Loans.

        Section 3.4 Compliance with Contracts and Regulations. Broker has complied with
all Applicable Requirements with respect to, and the violation of which might adversely affect,
any of the Loans or result in cost or liability to MetLife.

       Section 3.5     Litigation and Absence of Claims.

Except as disclosed by Broker to MetLife in writing at the end of this paragraph, there is not
pending or, to Broker’s knowledge, threatened any suit, action, arbitration, or legal,
administrative, or other proceeding or investigation (including any allegation of fraud by any
seller, buyer, borrower or MetLife) against Broker or its current or former owners, officers,
partners, agents or employees. Except as disclosed by Broker to MetLife in writing at the end
of this paragraph, there has been no adjudication or finding of fraud against Broker or its current
or former owners, officers, partners, agents or employees, in any suit, action, arbitration, legal or
administrative or other proceeding or investigation which as been concluded or is in process.
Broker herein represents that other than as disclosed herein, there are no past, current or
anticipated claims which would prevent the execution, delivery or performance by Broker of its
obligations, or which could have an adverse effect upon the business, assets, financial condition
or reputation of Broker or MetLife, or which could have any adverse effect upon any loan
submitted for funding by Broker to MetLife. Disclose claims below:

[ ] No Claims; or
                                                 10                                       3/9/2010
[ ] Claims disclosed:




        Section 3.6 Statement Made. No representation, warranty or written statement made
by Broker in connection with this Agreement or in any schedule, exhibit, report, Application
Package, written statement or certificate furnished to MetLife in connection with the transactions
contemplated hereby by Broker, contains, or will contain, any untrue statement or omits, or will
omit, to state a fact necessary to make the statements contained herein or therein not misleading.
The information contained in the application of Broker to MetLife for approval to broker Loans
continues to be true, accurate and complete in all respects, except as otherwise disclosed in
writing to MetLife.

        Section 3.7 Services to Borrower With respect to each Borrower whose Application
Package has been submitted by Broker to MetLife for funding consideration pursuant to this
Agreement, Broker has observed and shall observe and fully discharge any duties owed by
Broker to Borrower under applicable law. In particular, and without limitation to the foregoing,
whenever required by such fiduciary duty, Broker, its employees and/or agents has provided to
Borrower any and all requisite disclosures and obtained any and all requisite agreements or
authorizations. Broker represents that all services performed by Broker were performed in
accordance with accepted and customary standards in the mortgage lending industry generally.
Broker is not aware of any dispute or claim by any Borrower that all such services were not fully
and satisfactorily performed. Broker has not coerced or compelled Borrower to accept any Loan
or to take any advance pursuant to any Loan.

        Section 3.8 No Consent Required. No consent, approval, authorization or order, or
registration or filing with, or notice to any court or governmental agency or body is required for
the execution, delivery and performance by the Broker of or compliance by the Broker with this
Agreement or the Loans, the delivery of a portion of the Application Package to MetLife or the
Assignment of the Loans or the consummation of the transactions contemplated by this
Agreement, or if required, such consent, approval, authorization or order has been obtained prior
to the Effective Date, Registration Date, and/or Closing Date, as applicable.

        Section 3.9 Disclosure of Principal Transactions Broker shall not participate as a
principal in any real estate transaction in which any present customer of MetLife or other person
reasonably expected to become a customer of MetLife also is a principal; in which any agent or
employee of MetLife is a real estate agent or broker; or in which MetLife or any company which
owns or is owned by MetLife is a lender, unless MetLife expressly allows such participation in
writing. In the event that Broker violates any provision of this subparagraph (d), all gross profits,
compensation, rents, income, property or other benefit derived by Broker directly or indirectly in
connection with the transaction (computed without reduction for value or consideration given by
Broker in such transaction) belong to MetLife and shall be paid by Broker to MetLife upon
demand.

       Section 3.10     Ownership; Prior Involvement           Broker has no direct or indirect
                                            11                                            3/9/2010
ownership interest in any property acting as security for the Loan, or affiliation or relationship
with any other party having a financial interest in the Loan or the Loan transaction. To the
extent Broker or any of its owners, officers, partners, agents or employees has (a) participated in
the sale, financing or mortgage origination with respect to the property securing the Loan or (b)
assisted a Borrower with obtaining prior financing, whether with respect to the property securing
the Loan or otherwise, Broker shall disclose the nature and extent of such relationship in writing
at the time of the submission of the relevant Application Package.

                               ARTICLE IV
          SPECIFIC REPRESENTATIONS AND WARRANTIES AS TO LOANS



       Broker represents, warrants and covenants to MetLife, as of (a) the time any Application
Package is submitted to MetLife, (b) the time a Loan is funded and closed through the life of
such Loan, and (c) any other time as indicated or as the context may require, that the
Representations and Warranties made in this Article IV are true and correct:

        Section 4.1    Requirements; Unacceptable Investment. Each Loan, including the
Application Package, conforms to the specifications, terms, conditions and requirements set forth
in this Agreement, including, but not limited to, MetLife’s Eligibility Criteria. Broker does not
know of any circumstances or conditions with respect to the Mortgage, the Mortgaged Property,
the Borrower, the Mortgagor or the Borrower’s or Mortgagor's credit standing that could be
reasonably expected to cause: (a) MetLife not to make the Loan; (b) private institutional
investors or an Investor to regard the Loan as an unacceptable investment; or (c) the Loan to
become delinquent or adversely affect the value or marketability of the Loan.

        Section 4.2 Enforceability of Loan. The Loan is not subject to any right of
rescission, set-off, counterclaim or defense, nor will the operation of any of the terms of the
Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury, as a result of any act,
error or omission of Broker or of any other Person .

       Section 4.3 Disbursement. Other than with respect to any disbursements by MetLife,
all costs, fees and expenses incurred in making and closing the Loans were paid to the
appropriate parties. No Borrower is entitled to any refund of any amounts paid or due to
MetLife pursuant to any Loan transaction.

        Section 4.4 Payments and Advances. Broker has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a Person other than MetLife, Borrower
or Mortgagor, directly or indirectly, for the payment of any amount required under or to obtain
the Loan. The Borrower or Mortgagor has made any down payment required in connection with
the Loan, and has received no concession from Broker or any other third Person, except as
clearly disclosed in writing to MetLife.

        Section 4.5 Regulatory Compliance.              Any and all Applicable Requirements,
including, but not limited to, usury, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, disclosure, or securities laws applicable to the Loan
have been satisfied, and Broker shall maintain in its possession, available for MetLife's

                                                 12                                       3/9/2010
inspection, and shall deliver to MetLife upon demand, evidence of compliance with all such
requirements. Broker’s compensation shall be disclosed as required by Applicable Requirements,
including, but not limited to, The Real Estate Settlement Procedures Act.

       Section 4.6 Mortgage Insurance. To the knowledge of Broker, there are no defenses,
counterclaims, or rights of setoff, or other facts or circumstances affecting the eligibility of the
Loan for insurance by an Insurer, or affecting the validity or enforceability of any mortgage
insurance or mortgage guaranty with respect to the Loan as a result of any act, error or omission
of Broker or of any other Person (other than MetLife).

        Section 4.7 Damage; Condemnation. There is no proceeding pending for the total or
partial condemnation of the Mortgaged Property and such Mortgaged Property is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to
affect adversely the value of the Mortgaged Property as security for the Loan, the use for which
the premises were intended or the eligibility of the Loan for full payment of insurance benefits,
and there are no pending or threatened proceedings for total or partial condemnation of the
Mortgaged Property.

        Section 4.8     Application Package and Genuineness of Documents.                     The
Application Package contains each of the documents and instruments required by Applicable
Requirements, MetLife Eligibility criteria or Investor or Insurer requirements, duly executed and
in due and proper form and each such document or instrument is genuine and in form acceptable
to Investors and Insurers and the information contained therein is true, accurate and complete.
The Loan was originated in accordance with Investor and Insurer underwriting standards in
effect at the time the Loan was originated.

        Section 4.9 No Fraud. (a) all parties to the Mortgage Note and the Mortgage
Instrument and any other related agreement had legal capacity to enter into the Loan and to
execute and deliver the Mortgage Note and the Mortgage Instrument and any other related
agreement, and the Mortgage Note and the Mortgage Instrument have been duly and properly
executed by such Persons; (b) the documents, instruments and agreements contained in the
Application Package or any other documents submitted for review and/or underwriting by
MetLife were not falsified and contain no untrue statement of material fact or omit to state a
material fact required to be stated therein or necessary to make the information and statements
therein not misleading; and (c) no fraud was committed in connection with the origination of the
Application Package.

         Section 4.10 Appraisal. If required and permitted by MetLife in connection with the
particular Loan under consideration the Application Package contains an appraisal of the related
Mortgage Property signed prior to the approval of the Loan application by a qualified appraiser
who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the
security thereof; and whose compensation is not affected by the approval or disapproval of the
Loan, and the appraisal and appraiser both satisfy the requirements of Title XI of the Federal
Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated
thereunder, all as in effect on the date the Loan was originated. Broker has no knowledge of any
circumstances or condition which might indicate that the appraisal is incomplete or inaccurate.
The appraisal will comply with all applicable requirements of the Home Valuation Code of
Conduct.

       Section 4.11 Existence of Other Conditions. Broker has no knowledge nor any reason

                                                13                                       3/9/2010
to know of any of the following: (a) detrimental conditions which could reasonably be expected
to adversely affect the market value of the Mortgaged Property including, but not limited to,
expansive soils, underground mines or storage tanks, soil subsidence, landfills, superfund sites,
special study zones or other similar conditions; (b) outstanding mechanics’ liens or
materialmens’ liens which are or may be a lien prior to, or of equal priority with, the lien of the
security instrument except those that are affirmatively insured against by the title insurance
policy; or (c) outstanding oil, gas or other mineral interests now owned or controlled by the
proposed borrower which might jeopardize the security interest in the Mortgaged Property or in
any manner diminish the value of the Mortgaged Property.


        Section 4.12 Quoting Loan Interest Rates; Loan Commitments; Delivery of
Documents to Loan Applicant or Borrower Prior to the approval of an Application Package by
MetLife, Broker shall not make any representations to the effect that MetLife has approved or
issued a commitment to fund the Loan and, during such time, Broker shall make clear that any
current interest rates or fees quoted are for guidance purposes only and that the same shall not
necessarily be the interest rates or fees that shall apply to the Loan if and when the same is approved
by MetLife, and that Broker is not authorized to approve an Application Package on MetLife's
behalf. Broker shall deliver to loan applicants any documents directed to be so delivered by
MetLife.

Section 4.13 Control of Documents; Disclosure and Validity of Information No Borrower
shall have had in his or her direct or indirect possession or control any credit, income or deposit
verification document submitted to MetLife with respect to any Loan. Broker has made and
shall make prompt, timely, full, accurate and truthful disclosure to MetLife of all facts,
information and documentation that Broker may know, suspect, or have notice of, which could
affect or has affected the validity, collectibility, collateral value, security, or enforceability of any
Application Package submitted by Broker for funding consideration by MetLife. All
information submitted by Broker to MetLife with regard to the Application Packages, including
all written attachments thereto, is true, correct, currently valid and genuine, and the dates
appearing on each document presented to or signed by a Borrower accurately reflect the date of
delivery or execution, as applicable.



                              ARTICLE V
          GENERAL REPRESENTATIONS AND WARRANTIES OF METLIFE

       Section 5.1 Due Incorporation and Good Standing. MetLife is a national bank
duly organized, existing and in good standing under the laws of the United States of America.

        Section 5.2 Authority and Capacity. MetLife has all requisite company power,
authority and capacity to enter into this Agreement and to perform the obligations required of it
hereunder. The execution and delivery of this Agreement, and the consummation of the
transactions contemplated hereby, each have been duly and validly authorized by all necessary
company action. This Agreement constitutes a valid and legally binding agreement of MetLife
enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency,
and similar laws affecting generally the enforcement of creditor's rights and the discretion of a
court to grant specific performance of contracts.

                                                   14                                        3/9/2010
        Section 5.3 Effective Agreement. The execution, delivery and performance of this
Agreement, and any related agreements or instruments by MetLife, its compliance with the terms
hereof and thereof, and consummation of the transactions contemplated hereby and thereby, will
not violate, conflict with, result in a breach of, constitute a default under, be prohibited by, or
require any additional approval under its organizational documents, or any instrument or
agreement to which it is a party or by which it is bound or which affects the purchase, pooling or
servicing of Loans, or any Applicable Requirement relating thereto or to the origination, making,
pooling or servicing of Loans.

                                          ARTICLE VI
                                          COVENANTS

        Section 6.1 Delivery of Documents. Broker agrees to perform, at its sole cost and
expense, all acts necessary to perfect title to the Loans in MetLife, and shall assign and deliver to
MetLife as part of the Application Package with respect to the purchase of each such Loan, all
subject to the approval of MetLife and its legal counsel as to proper form and execution. All
Loan Documents relating to the Loans and all other documents required to be delivered to
MetLife by Broker that are in the possession or control of Broker or any settlement agent and are
not delivered to MetLife, if any, are and shall be held in trust for the benefit of MetLife. In the
event any such original documents have not been delivered to MetLife within a reasonable time
following the Closing Date, Broker shall provide, at MetLife’s discretion, MetLife with periodic
reports detailing the location of each such document and the steps being taken by Broker to
obtain possession thereof; provided, however, that in the event any such document has not been
delivered to MetLife within a reasonable time following the Closing Date, Broker shall, upon
written demand of MetLife, repurchase the related Loan, in the manner and fashion contemplated
under this Agreement for a breach of a representation and warranty. In the event any Loan
Document is not promptly delivered to MetLife Broker shall pay MetLife’s costs in researching
and acquiring such Loan Documents. However, if an Investor, recording office or municipality
is solely responsible for a missing or trailing Mortgage Document, the Broker shall give
satisfactory written evidence thereof to MetLife together with a representation that the Broker is
diligently trying to obtain such Mortgage Documents from such entity.

        Section 6.2 Attorney-in-Fact. Broker hereby irrevocably appoints MetLife as its true
and lawful attorney, with full power of substitution, in its name and stead and on its behalf, for
the purpose of taking any action with respect to, or effectuating any further sale, Assignment,
transfer or delivery of, any Loan, Mortgage Instrument, Mortgage Note, or Mortgaged Property
or any part thereof or any interest therein, Broker is hereby ratifying and confirming all that such
attorney or any substitute shall lawfully do by virtue hereof. If so requested by MetLife, or any
successor or assign of MetLife, Broker shall ratify and confirm any such action, sale,
Assignment, transfer or delivery by executing and delivering all such instruments and other
documents as may be designated in any such request.

       Section 6.3 Supplementary Information; Further Assurances. From time to time
prior to and after the Closing Date, Broker shall furnish to MetLife such information
supplementary to the information contained in the documents and schedules delivered pursuant
hereto which is reasonably available to Broker as MetLife may reasonably request or which may
be necessary to enable MetLife to file any reports due in connection with the Loans or Servicing
Rights or to determine the continuing eligibility of Broker to register Loan Files with MetLife.
Broker shall, at any time and from time to time, promptly, upon the reasonable request of
MetLife or its representatives, execute, acknowledge, deliver or perform all such further acts,
                                                 15                                       3/9/2010
deeds, assignments, transfers, conveyances, and assurances as may be required hereunder.

       Section 6.4     Confidential Information.

                (a)     Confidentiality During and after the term hereof, Broker shall not
disclose to any person (other than an employee or agent of MetLife or any Affiliate thereof entitled
to receive the same) any confidential information relating to the business of MetLife or any such
Affiliate without the consent of MetLife, or until such information ceases to be confidential.

                (b)     Disclosure of Information            All documents, forms, publications,
memoranda, correspondence, files, contracts, client lists, financial tables, blueprints, plans, records,
procedures, sales aids, techniques, processes and all other material and information directly or
indirectly provided to, given to, received by or accessible by or available to Broker from MetLife
during the term hereof that relate in any manner to any business or operation that MetLife is
engaged in, or intends at any time to become engaged in, are and shall remain the property of
MetLife. All gains and profits obtained at any time by Broker through the use of any such material
or information, other than for the benefit of MetLife, shall belong to MetLife and shall be paid by
Broker to MetLife upon demand. Upon the termination hereof for any reason, Broker shall deliver
to MetLife all such material and information.

       Section 6.5 Notice. Broker shall give prompt written notice to MetLife of any action,
event or condition of any nature which may lead to or result in a material adverse effect upon the
business, operations, assets, or financial condition of Broker, or the Loans or of any of the
circumstances outlined in Section 7.1 hereof.

       Section 6.6 Governmental Approvals. Broker shall obtain and maintain in full force
and effect, and satisfy at all times all related eligibility criteria in order to maintain in full force
and effect, without material impairment, suspension or revocation, all federal and state
governmental approvals, registrations, qualifications, permits and licenses necessary both to
perform its obligations hereunder and, if applicable, to conduct the origination business with
FHA.

         Section 6.7 Quality Control and Review of Loan Files. Broker shall conduct
periodic quality control reviews of its brokering and origination operations and, upon request of
MetLife, provide copies of its findings to MetLife. MetLife shall have the right, in its sole
discretion, to review any and all of Broker’s files ( either at MetLife’s facilities or the Broker’s
facilities ) relating to the Loans and/or Servicing Rights for quality control purposes. Broker
agrees to make such files available to MetLife for inspection upon receipt of written notice
from MetLife. In addition, Broker shall permit MetLife or MetLife’s primary federal regulator
to conduct quality control reviews of Broker’s brokering and origination operations. Broker
agrees to assist MetLife in the conduct of any such audit and/or review and to provide MetLife
with any information or documents in its possession that MetLife may reasonably request.
Broker further acknowledges that any failure to cooperate in any such audit and/or review or any
discrepancies found by MetLife during such audits and/or reviews are grounds for immediate
termination of this Agreement. In addition, upon discovery of such discrepancy, MetLife may
notify the applicable state or federal agency of such discrepancy. Broker shall make MetLife the
loss payee of each mortgage guaranty insurance policy and hazard and flood insurance policy.
Ownership of, and title to, a Loan will only be vested in MetLife when a Loan is accepted by
MetLife.


                                                  16                                        3/9/2010
        Section 6.8 Adherence to Fair Lending Standards, Privacy Requirements, and
Use of Computer Systems           Broker understands and acknowledges that MetLife is fully
committed to the principles of Fair Lending and to encouraging each of its third-party vendors,
including Broker, to follow similar principles and to request that Broker and each of its owners,
officers, partners, agents and employees are all adequately trained in Fair Lending policies and
procedures. Broker’s signature on this Agreement will acknowledge that Broker has received
and reviewed the Fair Lending Policy adopted by MetLife, which is attached hereto as Exhibit C,
and that Broker has taken and will continue to take action to ensure that Broker and each of its
owners, officers, partners, agents and employees are adequately trained in and follow generally
recognized Fair Lending policies and procedures. Broker also acknowledges that it has received
and reviewed the Privacy Requirements for Outside Service Providers adopted by MetLife,
which is attached hereto as Exhibit D and acknowledges and understands the terms of use for any
computer systems made available to Broker by MetLife, which is attached hereto as Exhibit E
and agrees to be comply with all aspects of these requirements.

        Section 6.9 No Solicitation Except for reverse Mortgage Loans made under the terms
of this Agreement, for 120 days after funding of any Loan by MetLife, Broker shall not solicit,
or take any refinance loan application on the same property from the Borrower(s) to whom such
Loan was made. In the event Broker does fund, or arrange for any third party to fund, any such
Loan, Broker hereby agrees to reimburse MetLife for an amount equal to all expenses, whether
out-of-pocket or internal, that MetLife incurred in the origination of the Loan; in addition,
Broker shall refund to MetLife, immediately upon demand, all service released premiums or above
par premiums previously paid by MetLife to Broker in connection with that Mortgage Loan.

        Section 6.10 Non-Exclusive Agreement The relationship between MetLife and
Broker, as set forth in this Agreement is non-exclusive. Broker acknowledges that MetLife has
heretofore entered into, and may in the future enter into, similar arrangements with other
mortgage brokers. Broker further warrants to MetLife that Broker shall maintain similar
relationships with other lenders such that Broker shall not be dependent upon MetLife in the
event that MetLife decides at its sole discretion to terminate this Agreement.

        Section 6.11 Financial and Other Information Broker acknowledges that from time
to time Broker shall furnish to MetLife information as MetLife shall reasonably request,
including confirmation of the continuing compliance by Broker and its owners, officers, partners,
agents or employees with all applicable state and local licensing, registration, qualification and
certification requirements, together with any other information reasonably requested by MetLife to
confirm that Broker remains solvent.




                                               17                                      3/9/2010
                                          ARTICLE VII
                                           REMEDIES

        Section 7.1 Indemnification by Broker. In addition to any other rights and remedies
that MetLife may have, Broker shall indemnify and hold MetLife, its stockholders, Affiliates and
respective officers, directors, employees and agents, harmless from and against, and shall
reimburse it or them for, any repurchase demand by an Investor, any Damages (including
pair-off fees and loss of Servicing Rights) incurred before or after any Registration Date to the
extent arising or resulting from the following :

               (a)     any misrepresentation made by Broker, or any breach of warranty by
Broker, contained in this Agreement, or in any schedule, exhibit, report, statement or certificate
furnished by Broker pursuant to this Agreement, which misrepresentation or breach of warranty
adversely affects the value of the Loans or the interests of MetLife;

               (b)    the non-fulfillment or non-performance of any covenant, condition or
action required of Broker pursuant to this Agreement ;

               (c)    any fraud in the origination of any Loan, whether or not as a result of any
act or omission of Broker, or any employee, representative or any agent of Broker; and,

               (d)     any claim by a Borrower resulting from the failure or refusal by MetLife
to fund a Loan other than pursuant to a binding commitment by MetLife to fund such Loan.

Broker’s obligation to fully indemnify MetLife under this Agreement shall not be affected by
MetLife taking any of the following actions with or without notice to Broker: (i) liquidation,
repayment, retirement, or sale or resale of any Loan; (ii) foreclosure of any Loan; or (iii) sale or
resale of the property securing any Loan.


       Section 7.2     Repurchase of Loans.

               (a)     In General. In the event there exists a basis to demand indemnification
under this Agreement with respect to any Loan that: (i) adversely affects the value of a Loan or
MetLife’s interest in such Loan, or (ii) that is related to any Investor’s demand that MetLife
repurchase such Loan from such Investor, Broker shall, at MetLife’s option, (i) repurchase such
Loan from MetLife or the applicable Investor or Insurer at the Repurchase Price and, at
MetLife’s option, repurchase the Servicing Rights.      Any repurchase of a Loan(s) pursuant to
the provisions of this Section shall occur on a date designated by MetLife and shall be
accomplished by wire transfer of immediately available funds on the repurchase date to an
account designated by MetLife. The Repurchase Price under this Section for any purchased
Loan or related Mortgaged Property shall equal the sum of each of the following (as applicable):

                   (i)     the aggregate unpaid principal balance of the Loan, net of any
escrow balances and/or amounts in the Repair Set Aside Account;
                     (ii)      all accrued and unpaid interest thereon through the date of
repurchase;
                    (iii)    the Broker Compensation (excluding any origination fees paid to
the Broker by the Borrower); and

                                                 18                                       3/9/2010
                    (iv)     all other un-reimbursed costs, expenses and advances incurred by
MetLife in connection with such Loan after the Closing Date.

                (b)    Repurchase Procedure. Broker shall repurchase such Loan by wire transfer
within fifteen (15) Business Days following receipt from MetLife of written demand from MetLife
pursuant hereto. Broker shall prepare the assignments of Mortgage Instruments and pay all costs
and expenses reasonably incurred by MetLife in effecting the re-conveyance of a purchased Loan
including, but not limited to, the cost of recording the assignments of the related Mortgage
Instrument. Upon completion of such purchase by Broker, MetLife shall forward to Broker all
servicing records and all documents relating to such purchased Loans.


                                         ARTICLE VIII
                                        TERMINATION

         This Agreement may be terminated at any time: (a) by mutual written consent of the
Broker and MetLife; (b) by either Broker or MetLife, without cause, immediately upon written
notice to the other party; or (c) by MetLife if: (i) in MetLife's sole discretion, any material
adverse change occurs in the origination or business, operations, assets, senior officers, or
financial condition of Broker or its quality of origination operations; or (ii) there occurs any of
the circumstances outlined in this Agreement, based on any act, error or omission of Broker. In
the event of termination of this Agreement for cause, this Agreement shall forthwith become
void and MetLife shall not be required to accept additional Application Packages or register
Loans from Broker after the date of the termination and may, if the Agreement is terminated for
cause, decline, in its sole and absolute discretion to process or fund pending Application
Packages; provided, however, that termination of this Agreement shall not release Broker from
liability for its own misrepresentation or for any breach by it of any covenant, agreement or
warranty contained herein.

                                            ARTICLE IX
                                          REGULATION AB

       RESERVED

                                         ARTICLE X
                                      MISCELLANEOUS

        Section 10.1 Survival. The representations, warranties, covenants and agreements
contained in this Agreement shall survive the applicable Registration Date and Closing Date and
delivery of the Loans to MetLife and shall not terminate, notwithstanding the termination of this
Agreement, any restrictive or qualified endorsement on any Mortgage Note or MetLife's
examination or failure to examine any Application Package or MetLife's approval of any Loan
for purchase.

        Section 10.2 Additional Addenda. During the term of this Agreement, MetLife may,
in its sole discretion: (a) license to Broker the Proprietary Software to assist Broker in the
origination of Loans pursuant to the terms and conditions of a Software License Addendum
attached as Exhibit E; and (b) permit Broker to originate Proprietary Products subject to the
terms and conditions of a Proprietary Product Addendum as such Addendum may be provided to
Broker from time to time by MetLife.
                                               19                                   3/9/2010
        Section 10.3 Amendment. This Agreement may be amended in the sole and absolute
discretion of MetLife and shall become effective upon notice provided to or available to Broker
on or through MetLife’s websites; provided, however, that any such amendment shall not be
effective as to Application Packages received prior to the effective date of the amendment.
BROKER SHALL BE CONCLUSIVELY AGREED TO HAVE ACCEPTED ANY
AMENDMENTS TO THIS AGREEMENT IF IT SHALL SUBMIT APPLICATION
PACKAGES TO METLIFE AFTER IT RECEIVES NOTICE OF THE AMENDMENT
OR NOTICE OF THE AMENDMENT IS AVAILABLE TO BROKER ON OR
THROUGH METLIFE’S WEBSITES AND ALL SUCH APPLICATION PACKAGES
SHALL BE RECEIVED AND PROCESSED BY METLIFE ONLY UNDER THE TERMS
OF THE AMENDMENT.

       Section 10.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which shall be
considered one and the same instrument.

        Section 10.5 Entire Agreement. This Agreement, together with all exhibits, schedules
and addenda to this Agreement, and any commitment executed in connection herewith contain
the entire agreement between the Parties and supersede all prior agreements, arrangements and
understandings relating to the subject matter thereof. There are no written or oral agreements,
understandings, representations or warranties between the Parties other than those set forth
herein and therein.

        Section 10.6 Rights Cumulative, Waivers. The failure or delay of MetLife to review
any Loan prior to funding and closing, or to exercise any right or remedy available under this
Agreement or at law or equity, shall not act as a waiver of any other right or remedy, nor shall
any single or partial exercise of any right preclude any other or further exercise thereof. No
waiver by MetLife of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver by MetLife of any other provisions, whether or not similar, nor shall any
such waiver constitute a continuing waiver. No waiver by MetLife shall be binding unless
executed in writing by MetLife. All remedies shall be cumulative and nonexclusive.

        Section 10.7 Notices. All notices, requests, demands and other communications that
are required or permitted to be given under this Agreement shall be in writing and shall be
deemed given if delivered personally, transmitted by facsimile , mailed by registered or certified
mail, return receipt requested, e-mailed, or sent by commercial overnight courier to the other
Party at the following address:




                                               20                                      3/9/2010
       Reverse Mortgage Loans:

       If to MetLife, to:

       MetLife Home Loans, a division of MetLife Bank, N.A.
       1455 Broad Street, floor 2
       Bloomfield, New Jersey 07003
       Attn: Craig Corn, Vice President
       Phone: (973) 771-2300
       Fax: (732) 667-4675
       E-Mail: ccorn@metlife.com

       Non-Reverse Mortgage Loans:

       Metlife Home Loans, a division of MetLife Bank, N.A.
       4000 Horizon Way
       Irving, TX 75063
       Attn: Broker Administration

       If to Broker, to:

       Name:
       Street Address
       City and State
       Attn:
       Phone:
       Fax:
       E-mail:

       Section 10.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Texas, without given effect to the choice of law
provisions thereunder. Any dispute that arises under or relates to this Agreement shall be
resolved in any court of competent jurisdiction located in Dallas, Texas.

       Section 10.9 Severability. In the case any provision in this Agreement shall be found
by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall
be construed and enforced as if it had been more narrowly drawn so as not to be invalid, illegal
or unenforceable, and the validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby.

        Section 10.10 Successors and Assigns. This Agreement shall be binding upon the
Parties and their respective successors and assigns and shall inure to the benefit of the Parties and
their respective permitted successors and assigns. Broker may not assign this Agreement nor
any rights hereunder, including, but not limited to, the right to receive compensation or money
due hereunder. Broker shall not delegate any duty hereunder without the prior express written
consent of MetLife. MetLife may assign its right and obligations under this Agreement by
providing written notice to the Broker.

                                                 21                                       3/9/2010
        Section 10.11 Relationship of Parties and Status of Broker.          MetLife and Broker
agree that Broker is neither an agent nor an employee of MetLife and may not be construed as such
by reason hereof. Instead, Broker is an independent contractor, and is hereby expressly prohibited
from holding itself out as an agent, representative or employee of MetLife or as having any
endorsement from or affiliation with MetLife. Broker shall have no authority to sign on behalf of
MetLife or to commit MetLife in any manner whatsoever to fund loans. This Agreement shall not
be deemed to appoint Broker as an attorney-in-fact of MetLife or create a power of attorney in
Broker. Broker shall not make express or implied representations or warranties to loan applicants
that conflict with the authority set forth herein. Broker is expressly prohibited from using the
name of MetLife or the name of any parent, affiliate or subsidiary of MetLife in any advertising.

       Section 10.12 No Third Party Beneficiaries. Except as expressly provided herein,
nothing in this Agreement is intended to confer any right, remedy, obligation or liability upon
any Person other than the parties hereto and their respective successors and permitted assigns.

        Section 10.13 Use of Name. Without the prior written consent of MetLife, Broker shall
not use any corporate names, logos, brand names, product names, symbols, trade names or
services marks of MetLife or its Affiliates, or otherwise identify MetLife or its Affiliates, in any
of Broker’s advertising, marketing or promotional materials, presentations, publications, press
releases, testimonials or any other materials distributed by Broker.

       Section 10.14 Right to Offset Amounts owed by Broker to MetLife under this
Agreement may, at the option of MetLife and in its sole discretion, be offset by MetLife against
any payments then or thereafter owed by MetLife to Broker.

       Section 10.15 Attorney’s Fees If any legal action or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement, the prevailing
Party or Parties shall be entitled to attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.

        Section 10.16 Further Assurances Broker shall perform any further acts and execute
and deliver any documents that may be, in the opinion of MetLife, reasonably necessary to carry
out the provisions of this Agreement. In the event MetLife receives notice that any Borrower has
exercised his or her right of rescission after MetLife has disbursed any loan proceeds, Broker
shall promptly return to MetLife all amounts collected by Broker from Borrower in connection
with the Loan, regardless of whether such amounts were disbursed by Broker to other parties.

       Section 10.17. Facsimile and E-Mail Permission To the fullest extent permitted by
federal or state law broker expressly grants permission to MetLife to provide all notices,
information or any other communications associated with or related to this Agreement or
Broker’s relationship with MetLife either by facsimile or e-mail transmission at any facsimile
number or e-mail address now or hereinafter provided by Broker to MetLife.




                                                22                                       3/9/2010
        IN WITNESS WHEREOF, each of the undersigned parties has caused this Mortgage
Loan Broker Agreement to be duly executed by a duly authorized representative, all as of the
date first written above.



BROKER                                               METLIFE HOME LOANS

________________________________                     A Division of MetLife Bank, N.A.

By:______________________________                    By:___________________________

Title:_____________________________                  Title:__________________________




                                            23                                    3/9/2010
                                           EXHIBIT A

                               TABLE FUNDING ADDENDUM


This Table Funding Addendum is entered into by and between MetLife and Broker and is
incorporated by reference into that certain Mortgage Loan Broker Agreement ( hereafter the
“Agreement” ) executed by and between MetLife and Broker. Terms used in this Addendum and
not herein defined have the meaning assigned in the Agreement.

Loans may be Table Funded by MetLife subject to the following terms and conditions and the
Broker’s covenants and representations contained in this addendum and the Agreement

Closing and Assignment. Broker agrees and covenants that Table Funded Loans shall close in
the name of Broker and be simultaneously assigned to MetLife.

Mandatory Delivery. Broker acknowledges and covenants that Broker has a fiduciary duty to
MetLife to immediately deliver to and assign to Metlife all eligible Table Funded Loans pursuant
to the Agreement.

Good Title. Broker represents and warrants that the Loan is not assigned or pledged, and Broker
has good and marketable title thereto, without any basis for forfeiture thereof, and Broker is the
sole owner and holder of the Loan free and clear of any and all liens, pledges, charges of security
interests of any nature and has full right and authority, subject to no interest or participation of,
agreement with, or approval of, any other Person, to sell, assign and transfer the same pursuant to
this Agreement.

Transfer of Mortgage Loans. Broker represents and warrants that with respect to each
Mortgage Loan that is not recorded in the name of MERS or its designee, the Assignment, with
respect to each Loan, will be recorded at the expense of the Broker and is acceptable for
recording under the laws of the jurisdiction in which the related Mortgaged Property is located;
the Broker also represents and warrants that the Mortgage Note contains all necessary
endorsements.

Reaffirmation of Agreement. Broker reaffirms all of the Broker covenants and representations
and warranties made in the Agreement and acknowledges such covenants and representations
shall apply to each Table Funded Loan. Broker further agrees and acknowledges that each of
Broker’s duties and obligations under the Agreement shall apply to each Table Funded Loan.

Reaffirmation of Indemnification. Broker expressly reaffirms its indemnification obligations
under Section 7.1 of the Agreement in the event Broker breaches any covenant, representation or
warranty made under this Addendum or the Agreement.




                                                 24                                       3/9/2010
MetLife’s Right and Remedies. Broker acknowledges and agrees that if Broker breaches any
covenant or representation or warranty under this Addendum or the Agreement that MetLife
shall have all the right, remedies and indemnification to which it would otherwise be entitled
under the Agreement, including, without limitation, the repurchase remedies contained in Section
7.2 of the Agreement.



BROKER

________________________________

By:______________________________

Title:_____________________________




                                              25                                     3/9/2010
                                           EXHIBIT “B”

                                    Points and Fees Restrictions


The total combined points and fees charged to the borrower by MetLife and the Mortgage Broker
must not exceed the greater of $1,000 or 5 percent of the loan amount, unless state law is more
restrictive. For purposes of this guideline, the following fees are included:

    •   Origination fees
    •   Discount points (Bona fide discount points used to buy down the interest rate are not
        included)
    •   MetLife revenue fees (i.e., Administration fees, underwriting fees, processing fees,
        commitment fees, etc.)
    •   Mortgage Broker revenue fees (i.e., processing fees, application fees, administration
        fees, broker fees, etc., but excluding fees paid to third parties)
    •   Premium pricing (Yield Spread Premium)
For purposes of this guideline, fees and points DO NOT include:
    •   Bona fide discount points (i.e., points that reduce the par rate per MetLife’s applicable
        rate sheet)
    •   Fees paid for actual services rendered to third parties in connection with the mortgage
        loan origination (including those paid to affiliates), such as attorney's fees, notary's fees,
        and fees paid for property appraisal, credit reports, surveys, title examinations, flood
        certificates, home inspections, etc.
    •   The cost of mortgage insurance.
    •   The cost of title, hazard, and flood insurance policies.
    •   State or local transfer fees or taxes.




                                                 26                                       3/9/2010
                                    EXHIBIT C

                            FAIR LENDING POLICY



Fair Lending Policy


        MetLife is committed to making available meaningful mortgage credit services to
              all of our customers and potential customers within each of our diverse
              communities on a fair and equitable basis. We will provide every
              customer and potential customer an equal opportunity to apply for each of
              our available mortgage services. We believe that our commitment to fair
              lending is a good and sound business practice that allows us to serve all of
              our customers and communities. We believe that our success at serving a
              wide range of consumer and business credit customers is essential to the
              economic vitality of MetLife.

        MetLife will not tolerate discrimination in its lending or business practices by any
              of our officers, employees, or approved mortgage brokers in serving our
              customers and potential customers. MetLife will always strive to lead by
              example in assuring that fair lending principles are fully integrated into all
              of our corporate policies and procedures, our marketing efforts and our
              relationships with third parties involved in the credit process.

        We believe that our commitment to fair lending is strengthened and reinforced by
              our equally strong commitment to the creation of a diverse workforce
              which will continue to reflect the values, aspirations and spirit of our
              multi-cultural communities, and thereby allow us to better understand and
              respond to the legitimate multi-faceted credit needs of our communities.

        In order to fulfill our commitment, we have empowered each of our officers and
               employees to use their best personal and professional efforts and resources
               to continue to make available meaningful services to all of our customers
               and communities on a fair and equitable basis.




                                         27                                      3/9/2010
                                           EXHIBIT D

             PRIVACY REQUIREMENTS FOR OUTSIDE SERVICE PROVIDERS



        Confidentiality. Mortgage Broker agrees that any proprietary, financial or other non-
public information that it obtains directly or indirectly as the result of its working with MetLife
in connection with the origination of Loans as contemplated by this Agreement regarding actual
or potential Borrowers (collectively, the “Information”) shall be “confidential” as of the date that
the Mortgage Broker obtains such Information regardless of whether the Information is received
prior to, contemporaneously with, or subsequent to the execution of the Agreement.

        Information. Such Information will include, but not be limited to, “nonpublic personal
information” as that term is defined in Subtitle A of Title V of the Gramm-Leach-Bliley Act (15
USC §6801) (the “Act”) and the implementing Interagency Privacy Regulations such as 12 CFR
Part 40, as each may be amended from time to time.

        Limited Usage. The Mortgage Broker agrees that it will use the Information solely for
the purpose for which the Information is disclosed to it by MetLife or by any other party or as
otherwise permitted under the Act or the implementing Privacy Regulations, including, but not
limited to, use under an exception in §14 or §15 of the Privacy Regulations, in the ordinary
course of business to carry out the purposes for which the Information was disclosed to
Mortgage Broker. Mortgage Broker agrees to maintain the confidentiality of the Information at
least to the same extent as MetLife is required to maintain the confidentiality of the Information
under the Act and the implementing Privacy Regulations as each may be amended from time to
time. The purpose of this provision is to limit the right of the Mortgage Broker to disclose such
Information solely for the purposes for which MetLife has disclosed the Information to the
Mortgage Broker and to preclude the Mortgage Broker from sharing an actual or potential
MetLife customer’s “nonpublic personal information” as that term is defined in the Act with
others.

        Account Numbers. To the extent that Mortgage Broker is provided with any account
numbers or similar code of a potential or actual customer of MetLife; Mortgage Broker agrees
that it will only use that Information on behalf of MetLife as provided in the terms of the
Agreement; and Mortgage Broker will not share that account number with any other party.

        Non-Consumers. In addition, Mortgage Broker is prohibited from sharing information
on any actual or potential customer of MetLife, even if the customer relationship with MetLife is
for business or commercial purposes, without the express written authorization of MetLife.

       Survival. The promises in this Rider shall survive the termination of the Agreement.




                                                28                                       3/9/2010
                                           EXHIBIT E

                            SOFTWARE LICENSE ADDENDUM

           This Software License Addendum (“Software Addendum”) is made and entered into
as of the date set forth below by and between MetLife Home Loans, a division of MetLife
Bank, N.A., a federally chartered bank organized and existing under the laws of the United
States of America and with a principal place of business at 501 US Highway 22, Bridgewater,
New Jersey 08807 (“METLIFE”) and the entity whose name and address is set forth below
(“User”).

                                      W I T N E S S E T H:

    WHEREAS, in connection with the origination of certain Loans, METLIFE desires to
license to User and User desires to license from METLIFE, the Software in accordance with the
terms herein.

    NOW, THEREFORE, in consideration of the mutual covenants made herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:

    1. Incorporation of Recitals. The recitals set forth above are incorporated herein by
reference.

    2. Definitions. Except as otherwise provided herein, the capitalized terms set forth below
shall have the following meanings:
        “Access Rights” means the right of User and its Authorized Users to access the System.

        “Authorized Users” means those Persons identified by User having Access Rights to use
the Software, including a Non-Employee User. MetLife reserves the exclusive right to deny or
revoke any Authorized User Designation.

         “Damages” any direct or indirect demand, claim, payment, obligation, action or cause of
action, assessment, loss, liability, cost, damage, deficiency or expense, including, but not limited
to, penalties, interest on any amount payable to a third Person as a result of the foregoing, and
any legal or other expense reasonably incurred in connection with investigating, defending, or
responding to same, including, but not limited to, reasonable attorneys’ fees, accountants’ fees,
expert witness fees and related fees and court costs.
        “Designated Administrator” means an employee of User designated by User to set up
and maintain the User IDs on behalf of User.
        “Host Server” means the server(s) on which METLIFE has the Software installed for
use by User and its Authorized Users.

          “Non-Employee Users” means a Person who: (a) is not an employee of User or an
affiliate of User; and (b) has been designated by User as an Authorized User, subject to the
conditions set forth in Section 7 herein.
                                                29                                       3/9/2010
         “Parties” shall mean METLIFE and User and “Party” shall mean METLIFE or User, as
the case may be.

         “Person” means a natural person or any legal, commercial, or governmental entity,
including, but not limited to, a corporation, general partnership, joint venture, limited
partnership, limited liability company, trust, business association, savings association,
commercial bank, other depository financial institution, group acting in concert, or any Person
acting in a representative capacity.
          “Proprietary Product” means those proprietary Loan products of METLIFE or an
Affiliate thereof announced from time to time for which User may originate; provided, that User
enter into and be subject to the terms and conditions of a Proprietary Product Addendum with
METLIFE.

         “Related Person” means a shareholder, officer, director, employee, agent or contractor
of a Person.
         “Software” means METLIFE’s proprietary computer programs (including any third
Person products licensed by METLIFE and embedded in METLIFE’s computer programs),
including, but not limited to, any modification, future releases, enhancement, interface, upgrade,
or change, and all manuals, blueprints, diagrams, flow charts, specifications, functional
descriptions, training materials or other documentation supplied to User by METLIFE.

         “System” means the Software, the Host Server, and all equipment and connections
maintained by METLIFE or its hosting subcontractor to allow User and its Authorized Users to
access the Software and stored data.

        “User Data” means the data that User shall process using the Software, as well as any
information provided by User and its Authorized Users to gain Access Rights.

          “User IDs” means one or more user names for an Authorized User to gain Access
Rights.

    3. Grant of License. Subject to the terms and conditions established herein, METLIFE
hereby grants to User a limited, non-exclusive, non-transferable license, without right to
sublicense, in connection with the origination of Loans by User, to: (a) gain Access Rights to use
the Software to process the User Data; and (b) store User Data in a User database on the Host
Server. User and its Authorized Users may only use the Software within the United States.
     4. Ownership Of Software. User acknowledges the ownership of the Software in
METLIFE and shall do nothing inconsistent with such ownership under this Software
Addendum. All rights to the System not expressly granted to User herein are reserved by
METLIFE. User acknowledges that the Software is the valuable property of METLIFE and that
it is protected by copyright, trade secret, trademark and other intellectual property laws.
    5. Non-Exclusive License. The license contemplated herein shall be non-exclusive, and
METLIFE and its affiliates shall not be prohibited from using or granting any other license for
the use of the Software under any terms and conditions that METLIFE or its affiliates deems
advisable.


                                               30                                      3/9/2010
    6. Benefit of Use. Except for the limited right of User to use the System during the term
hereof in accordance with this Software Addendum, User shall not acquire or claim, or attempt
to acquire or claim, any right, title or interest in or to the System by virtue of the use of the
System hereunder by User. User hereby acknowledges the validity of the Software and the
goodwill associated therewith, and shall not contest, directly or indirectly, the validity or
ownership of the Software.
   7.    Authorized Users.
         (a)          In General. User shall designate and METLIFE shall assign a Designated
Administrator one or more User IDs, passwords and/or security authentication measures, which
will enable Authorized Users to gain Access Rights and use the Software. For each Authorized
User, the Designated Administrator shall setup and maintain individual User IDs, passwords
and/or security authentication measures, User ID and password resets, and security/password
expirations in accordance with the terms of this Software Addendum.
         (b)          Non-Employee Users. User may designate Non-Employee Users as
Authorized Users; provided that: (i) such Non-Employee User designation shall be in furtherance
of User’s business needs; (ii) Non-Employee Users shall only use the System in accordance with
the terms and conditions and in furtherance of the business transactions contemplated herein.
        (c)            Termination of Use. User’s and each Authorized User’s rights to use the
Software is at the sole discretion of METLIFE. METLIFE may revoke such rights at any time in
METLIFE’s sole discretion, with or without cause or reason.
        (d)          Audit Rights. User acknowledges that METLIFE shall be able to review
User’s and each Authorized User’s use of the System. METLIFE shall have the right, upon
reasonable notice to User and during normal business hours, to enter User and/or Authorized
User’s premises to audit User’s and/or Authorized User’s facilities, books and records as are
reasonably required to monitor User’s and Authorized User’s compliance with this Software
Addendum.
    8. Maintenance of Passwords. In furtherance of User accepting responsibility for the use
of all User IDs, passwords and/or security authentication measures by User and its Authorized
Users, User shall take reasonable precautions to protect against the theft, loss or fraudulent use of
such User IDs, passwords and/or security authentication measures. User shall immediately
notify METLIFE of any suspected theft, loss or fraudulent use of such User IDs, passwords
and/or security authentication measures. User shall use its best efforts to ensure that each
Authorized User: (a) does not allow any other Person to gain Access Rights through use of such
Authorized Users’ User IDs and password; and (b) shall keep strictly confidential the User IDs
and password and all other information that enables Access Rights. User shall immediately
notify METLIFE upon termination of employment or reassignment of employees with Access
Rights (or in the case of Non-Employee Users, the relationship between User and a Non-
Employee User no longer requires a Non-Employee User to have Access Rights) so that User
IDs may be changed and other necessary preventive measures may be taken by User to prevent
unauthorized access. METLIFE may cancel or suspend User IDs, passwords and/or security
authentication measures at any time in METLIFE’s sole discretion, with or without cause or
reason.
    9. Access Rights. User shall not, and shall not allow its Related Persons, or any
Authorized User or its Related Persons, to: (a) rent, lease, re-license or otherwise provide access
to the System to any third Person; or (b) use any reverse compilation, decompilation or
                                                31                                       3/9/2010
disassembly techniques or similar methods to determine any design structure, concepts and
construction method of the System or replicate the functionality of the System for any purpose.

     10. Security. User shall and cause User and its Authorized Users to: (a) access and use the
System in compliance with all applicable laws, statutes, rules and regulations, including, but not
limited to, all laws relating to the security of personal information and related data; and (b) use
its best efforts to ensure that security is maintained and that interaction with the System shall not
result in the introduction of any computer viruses or other harmful computer code into any
computer (or computer system) used by User or its Authorized Users.

   11. Disclaimer of Implied Warranties. THE SOFTWARE IS PROVIDED “AS IS,”
WITH ALL FAULTS AND DEFECTS, AND METLIFE MAKES NO REPRESENTATION
OR WARRANTY WITH RESPECT TO THE SOFTWARE. METLIFE DISCLAIMS, AND
USER WAIVES AND RELEASES ITS RIGHTS UNDER, ALL WARRANTIES, EXPRESS
OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY BUG,
ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE
SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY: (A) IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED
WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING,
OR USAGE OF TRADE; OR (C) CLAIM OF INFRINGEMENT. USER ASSUMES TOTAL
RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE AND SYSTEMS TO
ACHIEVE USER’S INTENDED RESULTS, AND FOR THE USE AND RESULTS
OBTAINED FROM THE SOFTWARE AND/OR SYSTEM, INCLUDING, BUT NOT
LIMITED TO, THE FINNANCIAL CALCULATIONS, LEGAL DOCUMENTS,
DISCLOSURES AND RELATED FORMS AND AGREEMENTS RENDERED BY THE
SOFTWARE. USER UNDERSTANDS AND ACKNOWLEDGES THAT: (A) METLIFE IS
NOT A LICENSED ATTORNEY AND THUS MAY NOT RENDER LEGAL ADVICE; AND
(B) USER SHOULD SEEK INDEPENDENT COUNSEL TO ENSURE THAT THE LEGAL
DOCUMENTS, DISCLOSURES AND RELATED FORMS AND AGREEMENTS
RENDERED BY THE SOFTWARE COMPLY WITH APPLICABLE LAW.                USER
ASSUMES TOTAL RESPONSIBILITY FOR THE USER DATA, REGARDLESS OF WHO
INPUTS SUCH DATA INTO THE SYSTEM. METLIFE SHALL BE ENTITLED TO RELY
ON THE USER DATA WITHOUT HAVING TO REVIEW SUCH DATA FOR ACCURACY
OR COMPLETENESS. USER ACKNOWLEDGES THAT METLIFE’S LACK OF REVIEW
SHALL NOT RESULT IN A WAIVER OF OR IMPAIR THE RIGHTS OF METLIFE UNDER
THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES.

    12. Term and Termination. This Software Addendum shall be effective as of the date
written above. METLIFE may terminate this Software Addendum at any time for any reason.

   13. Indemnification.

        (a)          In General. User shall be responsible for any breach of this Software
Addendum by its Authorized User. User shall be responsible for enforcing the terms of this
Software Addendum as to its Authorized Users and take such action, legal or otherwise, to the
extent necessary to cause them to comply with the terms and conditions of this Software
Addendum and thereby prevent any breach of this Software Addendum.

       (b)        Indemnification Obligation. In addition to any other rights and remedies
that METLIFE may have, User shall defend, indemnify and hold METLIFE, its stockholders,
                                          32                                    3/9/2010
affiliates and respective officers, directors, employees, agents, successors and permitted assigns
harmless from and against, and shall reimburse it or them for, any Damages arising from, in
connection with or resulting from:

               (i)     any breach of, or any false, inaccurate, untrue or incomplete representation
or warranty herein, including breaches resulting from actions or inactions of an Authorized User;
               (ii)   the breach, non-fulfillment or non-performance of any covenant,
obligation, duty, condition or action required of User pursuant to this Software Addendum,
including non-fulfillment or non-performance by an Authorized User;
              (iii)   any unauthorized act by User or an Authorized User not otherwise
permitted under this Software Addendum; and/or
                (iv)   the willful misfeasance, bad faith, fraud, or negligence in the performance
or failure to perform of the obligations, duties and covenants of User (including those performed
by an Authorized User).
      (c) Limitation. IN NO EVENT SHALL METLIFE BE LIABLE FOR ANY
INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES
HEREUNDER, EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
    14. Non-Solicitation. METLIFE recognizes that the User Data is and shall continue to be
the property of User until such time as User brokers or sells a Loan to METLIFE. Neither
METLIFE or its agents or affiliates shall use the User Data to solicit a customer or prospective
customer of User. Notwithstanding the foregoing, it is understood and agreed that: (a)
promotions undertaken by METLIFE or any affiliate of METLIFE which are directed to the
general public at large, including, without limitation, mass mailing based on commercially
acquired mailing lists, newspaper, Internet, radio and television advertisements shall not
constitute solicitation under this Section 14; and (b) once User brokers or sells a Loan to
METLIFE, the non-solicitation restrictions and provisions of this Section 14 shall immediately
terminate.

    15. Applicable Law. This Software Addendum shall be governed by and construed in
accordance with the laws of the State of New Jersey and applicable federal laws. It is agreed that
the courts New Jersey have jurisdiction and are proper venue for any disputes arising under this
Software Addendum.

   16. Rights of Assignment. METLIFE may transfer or assign its rights and obligations
under this Software Addendum. The rights, duties and obligations of User under this Software
Addendum may not be transferred, assigned or sublicensed without the prior written consent of
METLIFE.

    17. Entire Software Addendum. This Software Addendum, and the material incorporated
by reference, embody the entire agreement and understanding of the Parties hereto with respect
to the subject matter of this Software Addendum, and supersede all prior and contemporaneous
agreements and understandings relative to such subject matter. The terms of this Software
Addendum may not be changed or altered in any way except by writing signed by the Parties.

   18.   Severability. If any provision of this Software Addendum shall be invalid, illegal or
                                                33                                      3/9/2010
unenforceable, such provision shall be severable from the remaining provisions of this Software
Addendum, and the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     19. Attorney’s Fees and Expenses. If any Party shall bring suit against the other Party as
a result of any alleged breach or failure by a Party to fulfill or perform any covenants or
obligations under this Software Addendum, then the prevailing party in such action shall be
entitled to receive from the non-prevailing party its reasonable attorney fees and expenses at both
trial and appellate levels.

    20. Waiver. Any forbearance by a Party in exercising any right or remedy under this
Software Addendum or otherwise afforded by applicable law shall not be a waiver or preclude
the exercise of that or any other right or remedy.

   IN WITNESS WHEREOF, the Parties have caused this Software License Addendum to be
executed as of this day of   , _____.



METLIFE HOME LOANS




By:                                               By:
Name:
                                                  Name:
Its:
                                                  Its: President




                                                34                                      3/9/2010

								
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